Anworth Mortgage Asset Corporation

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Ademi LLP is investigating Anworth Mortgage Asset Corporation (NYSE:ANH) for possible breaches of fiduciary duty and other violations of the law in its transaction with Ready Capital.

Ademi LLP alleges Anworth’s financial outlook is improving and yet each share of Anworth common stock will be converted into 0.1688 shares of Ready Capital common stock and $0.61 of cash consideration. Based on Ready Capital's closing stock price on Friday, December 4, 2020, the implied offer price is $2.94 per share. Upon the closing of the merger, Ready Capital stockholders are expected to own approximately 76% of the combined company's stock, while Anworth stockholders are expected to own approximately 24% of the combined company's stock. Ready Capital will also assume Anworth's three outstanding series of preferred stock. The merger agreement unreasonably limits competing bids for Anworth by prohibiting solicitation of further bids, and imposing a termination penalty if Anworth accepts a superior bid. Anworth insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Anworth’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Anworth.